West Virginia Code 47-9-42 – Right of assignee to become limited partner
(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (1) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (2) all other partners consent.
Terms Used In West Virginia Code 47-9-42
- General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See West Virginia Code 47-9-1
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See West Virginia Code 47-9-1
- Partner: means a limited or general partner. See West Virginia Code 47-9-1
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership agreement: means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. See West Virginia Code 47-9-1
- Partnership interest: means a partner'. See West Virginia Code 47-9-1
(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this article. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in section thirty-eight of this article: Provided, That the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections fourteen and twenty-eight of this article.